Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PHILIPS BUSINESS ELECTRONICS INTERNATIONAL BV
  2. Issuer Name and Ticker or Trading Symbol
FEI CO [FEIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
GLASLAAN 2
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2004
(Street)

EINDHOVEN, THE NETHERLANDS 5616 LW
4. If Amendment, Date Original Filed(Month/Day/Year)
02/06/2004
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/25/2004   P   14,436 A (1) 8,406,007 D  
Common Stock 12/20/2006   S   8,406,007 D $ 25 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PHILIPS BUSINESS ELECTRONICS INTERNATIONAL BV
GLASLAAN 2
EINDHOVEN, THE NETHERLANDS 5616 LW
    X    
KONINKLIJKE PHILIPS ELECTRONICS NV
GLASLAAN 2
EINDHOVEN, THE NETHERLANDS 5616 LW
    X    

Signatures

 /s/ G.J. KLEISTERLEE, President & CEO, KONINKLIJKE PHILIPS ELECTRONICS N.V.   12/20/2006
**Signature of Reporting Person Date

 /s/ P.J. SIVIGNON, Executive Vice President & CFO, KONINKLIJKE PHILIPS ELECTRONICS N.V.   12/20/2006
**Signature of Reporting Person Date

 /s/ P.J. SIVIGNON, Authorised Person, PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V.   12/20/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Pursuant to a Combination Agreement, dated November 15, 1996, as supplemented by an agreement effective as of December 31, 2000 (the "Combination Agreement"), by and among Philips Business Electronics International B.V. ("PBE"), Koninklijke Philips Electronics N.V. ("Philips") and FEI Company (the "Issuer"), PBE has the right to receive from the Issuer, from time to time, without the payment of any additional consideration, additional shares of Common Stock when options, warrants, convertible securities or other rights to acquire shares of Common Stock outstanding (or issuable without further action by the Issuer's board of directors) as of February 21, 1997, are exercised or converted. PBE is a wholly-owned subsidiary of Philips. Accordingly, securities owned by PBE may be deemed beneficially owned by Philips.

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